9911796707
TMI Blog2017 (11) TMI 842X X X X Extracts X X X X X X X X Extracts X X X X ..... o developments pending litigation, one Onkar Anand was added as Respondent no. 5 and Respondents Nos. 6 to 9 were also added as party Respondents. On the death of Onkar Anand, his Legal Representatives are on record (these Respondent Nos. 5(a) to 5(c) and Respondent No. 6 to 9 are hereinafter referred as 'added Respondents). 2. The petition was initially filed before the Company Law Board and subsequently came to be transferred to National Company Law Tribunal, Chandigarh Bench, (Chandigarh (hereinafter referred as 'NCLT'). The Chandigarh Bench, after hearing the matter, dismissed the Company Petition and disposed of pending Misc. Applications referred by it in the impugned order dated 07.04.2017. Hence the present appeal. 3. In short the Appellant-Original Petitioner claims as follows: The Respondent No. 1 -Company was engaged in distillery business on a 45 acres of land. The Appellant was promoter/ director and became Managing Director on 01.09.2004. The Appellant and Respondent No. 2 were jointly carrying on several other businesses also. The Appellant was holding 9600 shares in the Company consisting of 19.2 percentage equity. The Appellant and Respondent No. 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... added Respondents through MOU, but as added Respondents did not pay consideration and so they could not be given any indulgence. When the petition came up before the learned NCLT, the petition came to be dismissed. 6. The learned Counsel for the Appellant submitted that the Respondent No. 1-Company was a sort of quasi-partnership between the Appellant and Respondent Nos. 2 to 4. The Respondent No. 2 managed to send the Appellant behind the bars by filing criminal cases and when the Appellant was behind the bar, the Respondent No. 2 to 4 convened EGM of the Company on 3 1.05.2006 in which meeting the Appellant was removed from the post of Managing Director and one Shri Jagnu Kang and Shri Jai Inder Singh came to be appointed as Directors. It is stated that the removal was in complete contravention of Section 284 of the Old Act as no specific notice was served upon the Appellant as per sub-clause 2 to 4 of Section 284 of the Old Act. The Company Law Board had passed order Of status quo on 11.09.2009 and status quo order was relating to fixed assets and shareholding of the company. This order, however, was violated by Respondent Nos. 2 to 4 and they transferred their shareholding to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Appellant settled the dispute with the Original Respondent Nos. 1 to 4 and entered into an agreement and on the basis of the said compromise, the Contempt Petition came to be withdrawn and various other proceedings were also quashed. It is stated that the Appellant took benefit of the said settlement (copy of which is at pages 623-624 of Vol. III of the Paper Book) and thus he cannot be permitted to take a contrary position as far as this Company Petition is concerned. According to these Respondents, the present petition was bound to be withdrawn by the Petitioner/Appellant. When the petition was filed, the only grievance was wrongful removal of Managing Director, which could not have been said to be an act of oppression. Notice to the Appellant was issued before he was removed as Managing Director. It is claimed that the Appellant only wanted to exit but he did not want to exit on reasonable terms. It is alleged that the original Respondent No. 2 to- 4 had colluded with the Appellant as can be seen from Application which was filed as C.A. No. 16/2016 which came to be rejected. The learned NCLT held that dispute inter se the Respondents is not subject matter of the Company Petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ited in both the original and amended petitions namely, not being given a notice of meeting dated 8.4.2006 and AGM dated 31.5.2006 as well as filing of criminal complaints against him by the original Respondents are not considered as instances of O&M. We say so because of notices of meeting dated 8.4.2006 and AGM dated 31.5.2006 were published in the newspapers as filed by the original Respondents in their written submissions but, the Petitioner may not be aware of the same as he was behind bars in the criminal complaints filed against him by R-2 and another. There appears to be some substance in these criminal of 11 complaints as the Petitioner was behind bars for 3 months till bail was granted in the complaint filed by another namely, A.K. Thakur. The Petitioner was acquitted in these cases, as they were quashed after the compromise/settlement agreement between R-2 and the Petitioner." (Emphasis supplied) It is apparent that the learned NCLT did notice that no specific notice was served on the Appellant, who was apparently behind the bars at the concerned time. The learned NCLT, without going through the contents of the newspapers (as pointed out above) observed that the noti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctor 05.05.2006 7. Jugnu Kang Director 31.05.2006 8. Jai Inder Singh Chopra Director 31.05.2006 SHAREHOLDING PATTERN OF THE COMPANY AS ON 30.9.2006 Sl. No. Name Type of Share No. of Share Amt. Per Share 1. Baldev Singh Kang 1 19700 10 2. Mrs. Ravinder Kaur Kang 1 20000 10 3. Hem Raj Singh 1 9600 10 4. Rakesh Yadav 1 100 10 5. Anurag Sharma 1 100 10 6. Jyoti Kumar Singh 1 100 10 7. Lokesh Kumar Singh 1 100 10 12. It would be appropriate here to reproduce the status quo order which was passed by Company Law Board on 11.09.2007. The relevant portion is as under:- "Petition mentioned and interim relief sought exparte. In facts of this case, I direct the Company/Respondents to maintain status quo as on date in regard to the immovable properties of the Company as also shareholding in and of the company" 13. If the above charts, from the two different Annual Returns pointed out by the Appellant are considered, it is obvious that in spite of the status quo orders Directors have changed and shareholding in the company has been considerably changed. Not only the Respondent Nos. 2 to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... token money but as the balance was not paid, they have started denying the transfer of shares to added Respondents while the added Respondents appear to be in-charge of the affairs of the Company on the basis of their claim that the original Respondents did transfer their shares. It appears there has been enhancement in the shareholding also. The original Respondent Nos. 2 to 4 violated the status quo orders and transferred their shares to added Respondents and the added Respondents have continued to act in violation of Status Quo Orders and there is change of shareholding in spite of knowing that there was a Status Quo Order and the shares could not have been transferred to them. 16. It is clear that original Respondents 2 to 4 acted in an oppressive manner by taking advantage of the Appellant being sent behind the bars at the instance of the Respondent No. 2 and brought about the EGM on 31.05.2006 and illegally removed the Appellant from the post of Managing Director and in violation of the status quo order transferred their shares to added Respondents and it has further transpired that the shareholding of the Company itself has increased manifold and such acts of the Respondent ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
